SYPRIS SOLUTIONS INC — Director's Dealing 2007

Jun 14, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SYPRIS SOLUTIONS INC (SYPR)
CIK: 0000864240
Period of Report: 2007-06-12

Reporting Person: HEALEY WILLIAM L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-06-12	Common Stock	A	2860	—	Acquired	5068	Direct
2007-06-12	Common Stock	A	2766	—	Acquired	7834	Direct
2007-06-12	Common Stock	A	1327	—	Acquired	9161	Direct
2007-06-12	Common Stock	A	1265	—	Acquired	10426	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-06-12	Option (Right to Buy)	$9.13	D	10000	Disposed	2008-06-23	Common Stock (10000)	Direct
2007-06-12	Option (Right to Buy)	$9.30	D	6000	Disposed	2013-04-28	Common Stock (6000)	Direct
2007-06-12	Option (Right to Buy)	$9.63	D	10000	Disposed	2010-05-01	Common Stock (10000)	Direct
2007-06-12	Option (Right to Buy)	$9.98	D	6000	Disposed	2015-12-30	Common Stock (6000)	Direct
2007-06-12	Option (Right to Buy)	$10.01	D	6000	Disposed	2015-04-25	Common Stock (6000)	Direct
2007-06-12	Option (Right to Buy)	$19.00	D	6000	Disposed	2012-05-06	Common Stock (6000)	Direct
2007-06-12	Option (Right to Buy)	$20.70	D	4500	Disposed	2014-04-26	Common Stock (4500)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	4831	Acquired	2011-05-13	Common Stock (4831)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	7205	Acquired	2011-05-13	Common Stock (7205)	Direct
2007-06-12	Option (Right to Buy)	$7.90	A	8246	Acquired	2011-05-13	Common Stock (8246)	Direct

Footnotes

F1: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on June 24, 1998 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 4,831 shares having an exercise price equal to $7.90.

F2: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 29, 2003 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 7,205 shares having an exercise price equal to $7.90.

F3: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on May 2, 2000 to the reporting person. In exchange for this option grant the reporting person received a replacement option (reported herein), on June 12, 2007 for 8,246 shares having an exercise price equal to $7.90.

F4: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option granted on December 31, 2005 to the reporting person. In exchange for the option the reporting person received 2,860 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F5: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 26, 2005 to the reporting person. In exchange for this option grant the reporting person received 2,766 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F6: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on May 7, 2002 to the reporting person. In exchange for this option grant the reporting person received 1,327 shares of common stock , valued at the FMV on the date of the commencement of the Offer, May 14, 2007.

F7: On June 12, 2007, the issuer canceled, pursuant to the 2007 Stock Option Exchange Program, an option grant awarded on April 27, 2004 to the reporting person. In exchange for this option grant the reporting person received 1,265 shares of common stock, valued at the FMV on the date of the commencement of the Offer, May 14, 2007.